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[Letter of Sutherland Asbill & Brennan LLP]

July 14, 2009

VIA E-MAIL AND EDGAR

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

Amendment No. 1 to Registration Statement on Form N-2 filed

on June 9, 2009 (File No. 333-159720) (“Amendment No. 1”)

Dear Mr. Rupert:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the oral accounting comments provided by the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on
July 13, 2009 regarding Amendment No. 1. The Staff’s comments are set forth below in italics and
are followed by the Company’s responses. References to the Company’s registration statement on
Form N-2 contained herein are to the pre-effective amendment no. 2 to the Company’s registration
statement on Form N-2 (“Amendment No. 2”) that has been filed with the SEC on the date hereof.

Prospectus

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    1.

    Please include additional disclosure in the registration statement that
describes the information the Company uses in determining when it stops accruing
payment-in-kind interest. In particular, please disclose whether this determination is
made at a point prior to the full write-down of a loan or debt security.

The Company has complied with this comment. Please see page 35 of Amendment No. 2.
Also, see the section entitled “Loans and Debt Securities on Non-Accrual Status” on page 38
of Amendment No. 2 for additional information about the Company’s loans and debt securities
on non-accrual status.

Mr. Kevin Rupert

July 14, 2009

Page 2

    2.

    Please disclose how the Company’s stockholders will be impacted if it is
subsequently determined that previously accrued payment-in-kind interest is no longer
collectible.

Please see the risk factor entitled “We may have difficulty paying our required
distributions if we recognize income before or without receiving cash representing such
income” on page 22 of Amendment No. 2 for a discussion of how our inability to collect
previously accrued payment-in-kind interest may impact the Company and, indirectly, the
Company’s stockholders.

Financial Statements

    3.

    We refer to the audit opinion contained on page F-61 of the Company’s
registration statement. We also refer to the same audit opinion contained in a Form
10-K/A for the year ended September 30, 2008 filed by the Company with the SEC on July
9, 2009. Please delete these audit opinions and instead include the substance of these
opinions in the opinion relating to the audit of the Company’s financial statements for
the year ended September 30, 2008.

The Company has complied with this comment. Please see page F-35 of Amendment No.
2. Also, the Company has filed another amendment to its Form 10-K for the year
ended September 30, 2008 to make the requested change.

* * *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

Enclosures

    cc:

    Mr. Leonard M. Tannenbaum/ President and Chief Executive Officer

Harry S. Pangas, Esq.

Anne W. Gray, Esq.